ECMSource · Filing literacy
Form 8-K Item Decoder
An 8-K item number tells you the disclosure category, not whether a stock is attractive or whether a deal closed. Paste the item numbers from a filing to build a reading route, then open the underlying text and exhibits on EDGAR.
Reviewed October 3, 2026 · Based on the SEC’s current Form 8-K and instructions · No live-price feed or trading signal
Decode the items on your 8-K
Copy the item numbers from the EDGAR filing detail page or the report heading. You can paste several at once; the tool recognizes codes such as 1.01, 2.02, 5.02 and 9.01.
What each common 8-K item means
This is a practical guide to common items, not the full Form 8-K taxonomy. Each card pairs the SEC category with a question that requires the actual disclosure. Use the official form for the complete requirements and exceptions.
Agreements and incidents
Entry into a material definitive agreement
A company reports entering into, or materially amending, a material agreement outside the ordinary course of business. It may concern financing, a commercial contract or an acquisition.
Read for: the parties, obligations, payment terms and conditions.
Do not assume: signing means funding or closing has occurred.
Termination of a material agreement
This item generally covers a material early termination rather than a contract simply reaching its stated expiration.
Read for: what ended, the stated circumstances and any penalty.
Do not assume: every ordinary contract expiration requires this item.
Bankruptcy or receivership
The filing identifies a bankruptcy or receivership event involving the registrant or its parent and may discuss a court order or reorganization plan.
Read for: the affected entity, case stage and treatment of existing shares.
Do not assume: a plan’s proposed recovery is already final.
Material cybersecurity incident
The company reports an incident it has determined to be material, describing its nature, scope, timing and material impact or reasonably likely impact to the extent known.
Read for: what is known, what remains undetermined and any later amendment.
Do not assume: the filing date is the date the intrusion began.
Financial events and results
Completed acquisition or disposition
A significant asset acquisition or sale has been consummated. This is a different milestone from an Item 1.01 agreement.
Read for: closing date, final consideration and acquired-business financials.
Do not assume: earlier announced terms stayed unchanged.
Results of operations and financial condition
Companies often furnish an earnings release as an exhibit to this 8-K before the detailed periodic report appears.
Read for: the release, reported period, guidance, reconciliations and later 10-Q/10-K.
Do not assume: the release contains every footnote in the periodic report.
New material financial obligation
This covers specified material debt, lease or off-balance-sheet obligations.
Read for: amount, maturity, security, covenants and draw conditions.
Do not assume: the stated facility size equals cash already received.
Acceleration or increase of an obligation
A default or other event can make a material obligation due earlier or larger.
Read for: the trigger, amount, payment timing and cross-default terms.
Do not assume: a disclosed notice has already been resolved.
Exit or disposal costs
A committed exit or restructuring plan may require disclosure of material charges.
Read for: estimated costs, cash versus noncash components and timing.
Do not assume: expected savings are already realized.
Material impairment
The company reports a material write-down determined outside the routine preparation of a periodic report.
Read for: asset, charge estimate and accounting period.
Do not assume: a noncash charge by itself measures future operating cash flow.
Securities and listing
Listing notice, delisting or transfer
An exchange notice of noncompliance, a delisting action or a listing transfer can appear here.
Read for: the exact exchange action, deadline and appeal or cure path.
Do not assume: a deficiency notice means shares have already been delisted.
Unregistered equity sales
A private sale of equity securities meeting the form’s reporting threshold is disclosed here. Registered offerings use other documents and are not established by this item alone.
Read for: shares or units, price, exemptions and potential conversion or warrant shares.
Do not assume: every authorized security has already been issued.
Charter, bylaws or fiscal-year change
The company reports an amendment to its governing documents or a change in fiscal year. Reverse-split mechanics can appear in a charter amendment, but this code covers more than reverse splits.
Read for: authorized shares, split ratio if any, effective date and filed exhibit.
Do not assume: board authorization alone means a split has taken effect.
Governance and audit
Change in certifying accountant
The company reports a dismissal, resignation or appointment of its principal independent auditor.
Read for: disagreements, prior audit opinions and the former auditor’s response.
Do not assume: every auditor change signals an accounting problem.
Non-reliance on prior financial statements
The company or auditor determines that specified earlier statements or audit work should no longer be relied upon.
Read for: affected periods, error description and later corrected statements.
Do not assume: the ultimate restatement amount is known on day one.
Director or officer changes and compensation
This broad item can report executive or director departures, appointments, elections or compensation arrangements.
Read for: the role, effective date, disclosed reason or disagreement and contract terms.
Do not assume: every departure is a financing event or a dispute.
Shareholder vote results
The report gives results of matters submitted to security holders, often at an annual or special meeting.
Read for: each proposal, vote totals and any preliminary-result amendment.
Do not assume: approval alone means a merger or issuance has closed.
Releases, other events and exhibits
Regulation FD disclosure
A company may use this item to provide broad public disclosure, such as a presentation or business update.
Read for: the actual release, reported figures versus outlook and exhibit status.
Do not assume: the item label proves a completed deal or SEC endorsement.
Other events
This broad category lets a company disclose events it considers important when another item does not call for the information.
Read for: the described event, its stage and any supporting exhibit.
Do not assume: “Other Events” is inherently positive, negative or a trading signal.
Financial statements and exhibits
This is the index for financial statements, pro forma information and exhibits included with the report. An EX-99.1 is often a press release, but you must read its description and contents.
Read for: the exhibit number, document description and its connection to another item.
Do not assume: Item 9.01 is itself a new operating event.
Worked EDGAR example: one filing, several stories
Post Holdings’ May 7, 2026 Form 8-K filing index lists Items 2.02, 5.02, 7.01, 8.01 and 9.01. The index separately lists EX-99.1, an earnings release, and EX-99.2, an executive-transition release. A reader who looked only at Item 2.02 would miss the leadership disclosure; a reader who looked only at Item 5.02 would miss the results. The filing index points to both documents, but the actual claims must be checked in the report and exhibits.
- Event date versus filing date: the index shows a May 5 period of report and May 7 filing date.
- Category versus evidence: Item 9.01 directs you to the documents; it does not supply a bullish or bearish conclusion.
- Next step: compare the earnings exhibit with the company’s later 10-Q rather than treating the release as the full quarterly report.
Sources and limits
- SEC Form 8-K and general instructions — current item definitions, reporting timing, and filed-versus-furnished distinctions.
- Investor.gov: How to Read an 8-K — investor-facing explanations of common items. This 2021 bulletin predates the later Item 1.05 cybersecurity requirement; the SEC form controls that item here.
- Investor.gov: Using EDGAR to Research Investments — finding filings and understanding 8-K versus 10-Q/10-K.
- SEC EDGAR worked-example filing index — the item combination and linked exhibits above.
The prompts are ECMSource’s editorial reading aids, not SEC interpretations of a particular issuer. This page does not fetch filings or prices, calculate returns, or give personalized investment advice. If an item is not covered here, use the linked official form. Updated October 3, 2026.